John Drake Nichols - 01 Jun 2021 Form 4 Insider Report for Protective Insurance Corp

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 01 Jun 2021
Net transaction value: -$2,436,085
SEC form: 4
Accepted by SEC: 03 Jun 2021, 17:21:32 UTC
Next SEC filing: 25 Aug 2022
Source filing: View source filing
Reporting owner signature: John R. Barnett on behalf of John Drake Nichols

Key filing fact

John Drake Nichols filed Form 4 for Protective Insurance Corp on 03 Jun 2021.

Key facts

This page summarizes John Drake Nichols's Form 4 filing for Protective Insurance Corp.
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 03 Jun 2021, 17:21.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: -$2,436,085.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PTVCA/B transaction

Class B Common Stock

Disposed to Issuer

Transaction value: $1,940,960
Shares: -83,303
Change %: -80%
Price: $23.30
Shares after: 21,250
Date: 01 Jun 2021
Ownership: Direct
Footnotes: F1

PTVCA/B transaction

Class B Common Stock

Disposed to Issuer

Transaction value: $495,125
Shares: -21,250
Change %: -100%
Price: $23.30
Shares after: 0
Date: 01 Jun 2021
Ownership: Direct
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

John Drake Nichols is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2021 (the "Merger Agreement"), by and among Protective Insurance Corporation (the "Company"), The Progressive Corporation ("Progressive") and Carnation Merger Sub Inc., a wholly-owned indirect subsidiary of Progressive ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, which Effective Time occurred on June 1, 2021, each outstanding share of the Company's Class A Common Stock and Class B Common Stock (other than certain excluded shares and the outstanding time-based restricted stock awards granted under the Company's equity incentive plan (the "Company RSAs")) was cancelled and automatically converted into the right to receive an amount in cash equal to $23.30, without interest and less any applicable withholding taxes.

Footnote F2

Includes the following Company RSAs: 21,250 restricted shares that were to vest on October 17, 2021.

Footnote F3

Pursuant to the Merger Agreement, immediately prior to the Effective Time, the restrictions on each of these Company RSAs automatically lapsed and each Company RSA was canceled and automatically converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of the Company's Class B Common subject to the Company RSA, multiplied by (ii) an amount in cash, without interest, equal to $23.30, plus any cash dividends or cash dividend equivalents accrued on such Company RSA, less any applicable withholding taxes.